What is the test for obtaining a winding-up petition against a company?
British Columbia, Canada
The following excerpt is from Goetz Investments Inc. v. Partners In Motion Pictures Inc., 2015 BCSC 547 (CanLII):
The onus is on [the applicant] to establish that the affairs of [the company] are being conducted in a manner that is oppressive to it, or there have been acts of the companies or their shareholders that are unfairly prejudicial: Callahan v. Callahan, 2011 BCSC 40, 18 B.C.L.R. (5th) 203 at para 17.
To determine whether the conduct complained of is oppressive or unfairly prejudicial, the court starts with a consideration of the legal rights of the parties based on the articles and then considers the equitable rights of the parties, based on the nature of the company and the reasonable expectations of shareholders: Cross v. Mountain High Recreations Ltd., 2007 BCCA 121, 279 D.L.R. (4th) 491 at paras. 23-25.
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